EXECUTION COPY
RESIDENTIAL ASSET MORTGAGE PRODUCTS, INC.,
as Purchaser,
GMAC MORTGAGE, LLC,
as Seller and Servicer,
WALNUT GROVE MORTGAGE LOAN TRUST 2003-A,
as Seller,
GMACM HOME EQUITY LOAN TRUST 2007-HE1,
as Issuer,
and
THE BANK OF NEW YORK TRUST COMPANY, N.A.,
as Indenture Trustee
____________________________________________
MORTGAGE LOAN PURCHASE AGREEMENT
____________________________________________
Dated as of March 29, 2007
ARTICLE I DEFINITIONS 3
Section 1.1
Definitions........................................................................3
Section 1.2
Other Definitional
Provisions......................................................3
ARTICLE II SALE OF MORTGAGE LOANS AND RELATED
PROVISIONS.........................................................4
Section 2.1
Sale of Initial Mortgage
Loans.....................................................4
Section 2.2
Sale of Subsequent Mortgage
Loans..................................................7
Section 2.3
Payment of Purchase
Price.........................................................10
ARTICLE III REPRESENTATIONS AND WARRANTIES; REMEDIES FOR
BREACH.................................................11
Section 3.1
Representations and
Warranties....................................................11
ARTICLE IV SELLERS’
COVENANTS...................................................................................21
Section 4.1
Covenants of the
Sellers..........................................................21
ARTICLE V SERVICING
21
Section 5.1
Servicing.........................................................................21
ARTICLE VI LIMITATION ON LIABILITY OF THE
SELLERS...............................................................21
Section 6.1
Limitation on Liability of the
Sellers............................................21
ARTICLE VII
TERMINATION.........................................................................................22
Section 7.1
Termination.......................................................................22
ARTICLE VIII MISCELLANEOUS
PROVISIONS...........................................................................22
Section 8.1
Amendment.........................................................................22
Section 8.2
Governing
Law.....................................................................22
Section 8.3
Notices...........................................................................22
Section 8.4
Severability of
Provisions........................................................24
Section 8.5
Relationship of
Parties...........................................................24
Section 8.6
Counterparts......................................................................24
Section 8.7
Further
Agreements................................................................24
Section 8.8
Intention of the
Parties..........................................................24
Section 8.9
Successors and Assigns; Assignment of this
Agreement..............................24
Section 8.10
Survival..........................................................................25
Section 8.11
Third Party
Beneficiary...........................................................25
EXHIBIT 1 MORTGAGE LOAN
SCHEDULE.....................................................................Exhibit
1-B-1
EXHIBIT 2 FORM OF SUBSEQUENT TRANSFER
AGREEMENT........................................................Exhibit
2-1
EXHIBIT 2 FORM OF ADDITION NOTICE
.....................................................................Exhibit
3-1
This Mortgage Loan Purchase
Agreement (the
“Agreement”),
dated as of March 29, 2007, is made among GMAC
Mortgage,
LLC, as
seller (“GMACM”) and as servicer (in such capacity,
the
“Servicer”),
Walnut Grove Mortgage Loan Trust 2003-A,
as seller
(“WG Trust
2003” and,
together with GMACM,
each a “Seller” and
collectively,
the “Sellers”),
Residential
Asset Mortgage
Products,
Inc., as
purchaser (the “Purchaser”),
GMACM Home Equity Loan Trust 2007-HE1, as issuer (the
“Issuer”),
and The Bank of New York Trust Company,
N.A., as indenture trustee (the “Indenture Trustee”).
WITNESSETH:
WHEREAS,
GMACM, in the ordinary
course of its business
acquires and originates home equity loans and acquired or
originated
all of the home equity loans listed on the Mortgage Loan Schedule
attached as Exhibit 1 hereto (the “Initial Mortgage
Loans”);
WHEREAS,
GMACM sold a portion of the Initial
Mortgage Loans (the “WG Trust 2003 Initial Mortgage
Loans”) and intends to sell
a portion of the
Subsequent
Mortgage Loans to be sold by WG Trust 2003
hereunder,
to Walnut Grove
Funding,
LLC (“Walnut
Grove”),
pursuant to a Mortgage Loan Purchase
Agreement (the “Walnut Grove
Purchase
Agreement”),
dated as of January 31,
2003 (each date of
sale, a “Prior
Transfer Date”) among Walnut Grove, as purchaser,
GMACM,
as seller,
WG Trust 2003, as Issuer and Bank One,
National
Association, as trustee;
WHEREAS,
Walnut Grove sold the WG Trust 2003 Initial Mortgage Loans to WG
Trust 2003 pursuant to a Trust Agreement,
dated as
of January 31, 2003, between Walnut Grove, as depositor and
Wilmington Trust Company, as owner trustee;
WHEREAS,
GMACM owns the Cut-Off Date Principal
Balances and the Related
Documents for the portion of Initial Mortgage Loans
identified on the Mortgage Loan Schedule
attached as Exhibit 1-A hereto (the “GMACM
Initial
Mortgage
Loans”),
including
rights to
(a) any property
acquired by foreclosure or deed in lieu of foreclosure or
otherwise,
and (b) the proceeds of any insurance
policies
covering the GMACM Initial Mortgage Loans;
WHEREAS,
WG Trust
2003 owns the Cut-Off Date
Principal
Balances and the Related
Documents
for the WG Trust
2003 Initial
Mortgage
Loans
identified
on the Mortgage
Loan
Schedule-B
attached as Exhibit 1-B hereto,
including
rights to (a) any
property
acquired by
foreclosure
or deed in lieu of
foreclosure or otherwise,
and (b) the
proceeds of any insurance
policies
covering the
WG Trust 2003 Initial Mortgage Loans;
WHEREAS,
the parties
hereto desire that: (i) GMACM sell the Cut-Off Date
Principal
Balances of the GMACM Initial
Mortgage
Loans to the Purchaser on the Closing Date pursuant to the terms of
this
Agreement
together
with the Related
Documents
relating to
the GMACM Initial
Mortgage Loans created on or after the Cut-Off Date, (ii) WG Trust
2003 sell the Cut-Off Date Principal
Balances of
the WG Trust 2003 Initial
Mortgage
Loans to the Purchaser on the Closing Date pursuant to the terms of
this
Agreement
together with
the Related
Documents
relating to the WG Trust 2003 Initial
Mortgage
Loans created on or after the Cut-Off Date,
(iii) the Sellers
may sell
Subsequent
Mortgage
Loans to the Issuer on one or more
Subsequent
Transfer
Dates
pursuant
to the terms of the
related
Subsequent
Transfer Agreement,
and (iv) the related Seller and GMACM make certain
representations and warranties on the Closing Date
and on each Subsequent Transfer Date;
2
WHEREAS,
pursuant to the Trust
Agreement,
the Purchaser will sell the Initial Mortgage Loans and transfer all
of its rights
under this Agreement to the Issuer on the Closing Date;
WHEREAS, pursuant to the terms of the Servicing Agreement, the
Servicer will service the Mortgage Loans;
WHEREAS, pursuant to the terms of the Trust Agreement, the Issuer
will issue the Certificates;
WHEREAS, pursuant to the terms of the Indenture, the Issuer will
issue the Notes, secured by the Trust Estate;
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
Section 1.1
Definitions.
For all purposes of this Agreement,
except as otherwise
expressly
provided herein or unless
the context
otherwise
requires,
capitalized terms not otherwise defined herein shall have the
meanings assigned to such terms in the
Definitions
contained
in
Appendix
A to the
indenture
dated as of March 29,
2007 (the
“Indenture”),
between
the Issuer and the
Indenture
Trustee,
which is
incorporated
by
reference
herein.
All other
capitalized
terms used herein
shall have the meanings
specified herein.
Section 1.2
Other
Definitional
Provisions.
All terms defined in this Agreement
shall have the defined
meanings when
used in any certificate or other document made or delivered
pursuant hereto unless otherwise defined therein.
As used in this Agreement and in any certificate or other document
made or delivered
pursuant
hereto or thereto,
accounting
terms not defined in this
Agreement
or in any such
certificate
or other
document,
and
accounting
terms
partly
defined in this
Agreement or in any such
certificate or other document,
to the extent not defined,
shall have the respective
meanings given to them
under generally
accepted
accounting
principles.
To the extent that the definitions of accounting
terms in this Agreement or in any
such certificate or other document are inconsistent
with the meanings of such terms under generally
accepted
accounting
principles,
the definitions contained in this Agreement or in any such
certificate or other document shall control.
The words
“hereof,”
“herein,”
“hereunder”
and words of similar
import
when used in this
Agreement
shall
refer to this
Agreement
as a whole and not to any
particular
provision
of this
Agreement;
Section
and
Exhibit
references
contained
in this
Agreement are references to Sections and Exhibits in or to this
Agreement unless otherwise
specified;
the term “including” shall mean
“including
without
limitation”;
“or” shall include “and/or”;
and the term “proceeds” shall have the meaning ascribed
thereto in the
UCC.
3
The
definitions
contained in this
Agreement are applicable to the singular as well as the plural
forms of such terms and to
the masculine as well as the feminine and neuter genders of such
terms.
Any
agreement,
instrument
or statute
defined or
referred
to herein or in any
instrument
or
certificate
delivered
in
connection
herewith means such agreement,
instrument or statute as from time to time amended,
modified or supplemented
and includes
(in the case of agreements or instruments)
references to all attachments thereto and instruments
incorporated therein;
references to
a Person are also to its permitted successors and assigns.
ARTICLE II
SALE OF MORTGAGE LOANS AND RELATED PROVISIONS
Section 2.1
Sale of Initial Mortgage Loans.
(a) GMACM,
by the
execution
and delivery of this
Agreement,
does hereby sell,
assign,
set over,
and otherwise
convey to the Purchaser,
without recourse, all of its right, title and interest in, to and
under the following,
wherever located: (i)
the GMACM Initial
Mortgage Loans
(including the Cut-Off Date
Principal
Balances of the GMACM Initial
Mortgage Loans now existing),
all interest
accruing
thereon,
all monies due or to become due thereon,
and all collections in respect thereof received on or after
the Cut-Off Date (other than interest
thereon in respect of any period prior to the Cut-Off
Date);
(ii) the interest of GMACM in any
insurance policies in respect of the GMACM Initial Mortgage Loans;
and (iii) all proceeds of the foregoing.
(b) Reserved.
(c) WG Trust 2003,
by the
execution
and
delivery of this
Agreement,
does hereby
sell,
assign,
set over,
and
otherwise
convey to the
Purchaser,
without
recourse,
all of its right,
title and
interest
in, to and under the
following,
and
wherever
located:
(i) the WG Trust Initial Mortgage Loans
(including the Cut-Off Date Principal
Balances of the WG Initial Mortgage
Loans now existing),
all interest
accruing thereon,
all monies due or to become due thereon,
and all collections in respect thereof
received on or after the Cut-Off Date (other than
interest
thereon in respect of any period prior to the Cut-Off
Date);
(ii) the WG
Trust 2003’s interest in any insurance
policies in respect of the WG Trust 2003 Initial
Mortgage Loans; and (iii) all proceeds of the
foregoing.
(d) In connection
with the
conveyance
by GMACM of the GMACM Initial
Mortgage
Loans and any
Subsequent
Mortgage
Loans,
GMACM further agrees, at its own expense,
on or prior to the Closing Date with respect to the Principal
Balances of the GMACM
Initial
Mortgage Loans and on or prior to the related
Subsequent
Cut-Off Date in the case of such Subsequent
Mortgage Loans sold by
it, to
indicate
in its books and records
that the GMACM
Initial
Mortgage
Loans have been sold to the
Purchaser
pursuant to this
Agreement,
and, in the case of the Subsequent
Mortgage Loans, to the Issuer pursuant to the related
Subsequent
Transfer
Agreement,
and to deliver to the Purchaser true and complete
lists of all of the Mortgage
Loans sold by GMACM
specifying for each Mortgage Loan
(i) its
account number and (ii) its Cut-Off Date Principal
Balance or Subsequent
Cut-Off Date Principal
Balance.
The Mortgage Loan
Schedule
indicating
such
information
with
respect
to the
Mortgage
Loans sold by GMACM
shall be marked as
Exhibit
1-A to this
Agreement and is hereby incorporated into and made a part of this
Agreement.
4
(e) In connection
with the
conveyance by WG Trust 2003 of the WG Trust
Initial
Mortgage
Loans and any Subsequent
Mortgage
Loans,
such Seller
further
agrees,
at its own
expense,
on or prior to the Closing
Date with
respect to the
Principal
Balances
of such
WG Trust
Initial
Mortgage
Loans
and on or
prior
to the
related
Subsequent
Cut-Off
Date in the case of such
Subsequent
Mortgage Loans sold by it, to indicate in its books and records
that the respective
WG Trust
Initial
Mortgage Loans have
been sold to the Purchaser
pursuant to this
Agreement,
and, in the case of the Subsequent
Mortgage Loans, to the Issuer pursuant to
the related
Subsequent
Transfer
Agreement.
GMACM, as Servicer of the Mortgage Loans sold by WG Trust 2003,
agrees to deliver to the
Purchaser true and complete
lists of all of the Mortgage
Loans sold by each Seller
specifying for each Mortgage Loan (i) its account
number and (ii) its Cut-Off
Date
Principal
Balance or
Subsequent
Cut-Off
Date
Principal
Balance.
The
Mortgage
Loan
Schedule
indicating such
information
with respect to the Mortgage Loans sold by WG Trust 2003 shall be
marked as Exhibit 1-B to this Agreement
and is hereby incorporated into and made a part of this Agreement.
(f) In connection
with the
conveyance
by GMACM of the GMACM Initial
Mortgage
Loans and any
Subsequent
Mortgage
Loans sold by it and the conveyance by WG Trust 2003 of the WG
Trust Initial
Mortgage Loans and any Subsequent
Mortgage Loans sold by
such
Seller,
GMACM
shall,
(A) with
respect to each
Mortgage
Loan,
on behalf of the
Purchaser
deliver to, and deposit with the
Custodian,
at least five (5) Business
Days before the Closing
Date in the case of an Initial
Mortgage
Loan,
and, on behalf of the
Issuer,
three (3) Business Days prior to the related Subsequent
Transfer Date in the case of a Subsequent Mortgage Loan, the
original
Mortgage
Note endorsed or assigned
without
recourse in blank (which
endorsement
shall
contain
either an original
signature or a
facsimile
signature of an authorized
officer of GMACM) or, with respect to any Mortgage
Loan as to which the original
Mortgage Note
has been permanently lost or destroyed and has not been replaced,
a Lost Note Affidavit,
and any modification
agreement or amendment
to such Mortgage Note and (B) except as provided in clause (A) with
respect to the Mortgage
Notes,
deliver the Mortgage
Files to the
Servicer.
Within
the time
period for the
review of each
Mortgage
Note set forth in Section
2.2 of the
Custodial
Agreement,
if a
material defect in any Mortgage Note is discovered
which may materially and adversely
affect the value of the related
Mortgage Loan,
or the interests of the Indenture Trustee (as pledgee of the
Mortgage Loans), the Noteholders,
the
Certificateholders or the Enhancer
in such Mortgage
Loan,
including
GMACM’s
failure to deliver the Mortgage Note to the Custodian on behalf of
the Indenture
Trustee,
GMACM shall cure such defect,
repurchase the related Mortgage Loan at the Repurchase
Price or substitute an Eligible
Substitute Loan
therefor upon the same terms and
conditions set forth in Section 3.1 hereof for breaches of
representations
and warranties as to the
Mortgage
Loans,
provided
that a Seller shall have the option to substitute
an Eligible
Substitute
Loan or Loans for such Mortgage
Loan only if such
substitution
occurs within two years
following
the Closing Date. If a material
defect in any of the documents in
the Mortgage File held by the Servicer is
discovered
which may
materially
and
adversely
affect the value of the related
Mortgage
Loan, or the interests of the Indenture
Trustee (as pledgee of the Mortgage Loans),
the Noteholders,
the
Certificateholders
or the
Enhancer in such
Mortgage
Loan,
including
GMACM’s
failure to deliver such
documents
to the
Servicer on behalf of the
Indenture
Trustee,
GMACM shall cure such
defect,
repurchase
the related
Mortgage
Loan at the
Repurchase
Price or
substitute
an Eligible
Substitute
Loan
therefor
upon the same terms and
conditions
set forth in Section 3.1 hereof for
breaches of
representations
and
warranties as to the Mortgage
Loans,
provided that a Seller shall have the option to substitute an
Eligible
Substitute Loan or Loans
for such Mortgage Loan only if such substitution occurs within two
years following the Closing Date.
5
Upon sale of the Initial
Mortgage Loans,
the ownership of each Mortgage Note, each related
Mortgage and the contents of the
related
Mortgage File shall be vested in the
Purchaser
and the
ownership of all records and
documents
with respect to the Initial
Mortgage
Loans that are
prepared
by or that come into the
possession
of any
Seller,
as a seller of the
Initial
Mortgage
Loans
hereunder or by GMACM in its capacity as Servicer under the
Servicing
Agreement shall immediately vest in the Purchaser,
and shall be
promptly
delivered to the Servicer in the case of the documents in
possession
of WG Trust 2003 and retained and
maintained in trust
by GMACM as the Servicer
(except for the Mortgage
Notes,
which shall be retained by the Custodian) at the will of the
Purchaser,
in
such custodial
capacity only. Each Seller’s
records will accurately
reflect the sale of each Initial Mortgage Loan sold by it to the
Purchaser.
The Purchaser hereby
acknowledges its acceptance of all right,
title and interest to the property conveyed to it pursuant to
this Section 2.1.
(g) The
parties
hereto
intend
that the
transactions
set forth
herein
constitute
a sale by the Sellers to the
Purchaser of each of the Sellers’ right,
title and interest in and to their
respective
Initial
Mortgage Loans and other property as
and to the extent
described
above.
In the event the
transactions
set forth herein are deemed not to be a sale,
each Seller hereby
grants to the Purchaser a security
interest in all of such Seller’s right,
title and interest in, to and under all accounts,
chattel
papers, general intangibles, contract rights, payment intangibles,
certificates of deposit, deposit accounts, instruments,
documents,
letters of credit, money, advices of credit,
investment property,
goods and other property consisting of, arising under or related to
the Initial
Mortgage Loans and such other property,
to secure all of such Seller’s
obligations
hereunder,
and this Agreement shall
and hereby does
constitute a security
agreement
under
applicable
law. Each Seller agrees to take or cause to be taken such actions
and to execute such documents,
including the filing of any
continuation
statements
with respect to the UCC-1
financing
statements
filed with respect to the Initial
Mortgage Loans by the Purchaser on the Closing Date, and any
amendments
thereto required to reflect
a change in the name or corporate
structure
of such Seller or the filing of any
additional
UCC-1
financing
statements
due to the
change in the
principal
office or
jurisdiction
of
incorporation
of such
Seller,
as are
necessary
to perfect
and
protect the
Purchaser’s
and its
assignees’
interests in each Initial
Mortgage Loan and the proceeds
thereof.
The Servicer shall file any such
continuation statements on a timely basis.
6
(h) In
connection
with the
assignment of any Mortgage Loan
registered on the MERS® System,
GMACM further
agrees
that it will cause,
at GMACM’s own expense,
as soon as
practicable
after the Closing
Date,
the MERS® System to indicate that such
Mortgage Loan has been assigned by GMACM to the Indenture
Trustee in
accordance
with this
Agreement or the Trust
Agreement for the
benefit of the
Noteholders
and the
Enhancer by
including
(or
deleting,
in the case of Mortgage
Loans which are
repurchased
in
accordance
with this
Agreement) in such computer files (a) the specific code which
identifies the Indenture
Trustee as the assignee
of such Mortgage Loan and (b) the series
specific
code in the field “Pool Field” which
identifies
the series of the Notes issued in
connection
with such Mortgage
Loans.
GMACM agrees that it will not alter the codes
referenced in this paragraph with respect to any
Mortgage Loan during the term of this
Agreement
unless and until such Mortgage Loan is
repurchased
in accordance
with the terms of
this Agreement.
Section 2.2
Sale of Subsequent Mortgage Loans.
(a) Subject to the conditions set forth in paragraphs
(b) and (c) below (the
satisfaction
of which (other than the
conditions
specified in paragraphs
(b)(i),
(b)(ii) and (b)(iii))
shall be evidenced by an Officer’s
Certificate of GMACM dated the
date of the related
Subsequent
Transfer Date), in consideration of the Issuer’s payment of
the purchase price provided for in Section
2.3 on one or more
Subsequent
Transfer Dates using amounts on deposit in the
Pre-Funding
Account),
each Seller may, on the related
Subsequent
Transfer Date, sell,
transfer,
assign,
set over and convey without recourse to the Issuer but subject to
the other terms
and
provisions
of this
Agreement
all of the right,
title and
interest
of such
Seller in and to (i)
Subsequent
Mortgage
Loans
identified on the related
Mortgage Loan Schedule
attached to the related
Subsequent
Transfer
Agreement
delivered by GMACM on such
Subsequent
Transfer Date,
(ii) all money due or to become due on such
Subsequent
Mortgage Loan and all
collections
received on or
after the related Subsequent
Cut-Off Date and (iii) all items with respect to such Subsequent
Mortgage Loans to be delivered pursuant
to Section 2.1 above and the other items in the related Mortgage
Files;
provided,
however,
that the Seller of a Subsequent
Mortgage
Loan
reserves
and retains all right,
title and
interest in and to
principal
received
and
interest
accruing on such
Subsequent
Mortgage
Loan prior to the related
Subsequent
Cut-Off
Date.
Any transfer to the Issuer by a Seller of
Subsequent
Mortgage
Loans
shall be
absolute,
and is
intended
by the
Issuer and such
Seller to
constitute
and to be
treated as a sale of such
Subsequent
Mortgage
Loans by such Seller to the Issuer.
In the event that any such
transaction
is deemed not to be a sale,
GMACM and WG Trust
2003, as the case may be, hereby grant to the Issuer as of each
Subsequent
Transfer Date a security
interest in all of such Seller’s
right, title and interest in, to and under all accounts,
chattel papers,
general intangibles,
payment intangibles,
contract rights,
certificates of deposit, deposit accounts,
instruments,
documents,
letters of credit, money, advices of credit, investment property,
goods and other property consisting of, arising under or related to
the related Subsequent
Mortgage Loans and such other property,
to
secure all of such Seller’s
obligations
hereunder,
and this Agreement shall
constitute a security
agreement under
applicable law.
Each Seller
agrees to take or cause to be taken such
actions and to execute such
documents,
including
the filing of all
necessary
UCC-1 financing
statements
filed in the State of Delaware and the
Commonwealth of Pennsylvania
(which shall be submitted for filing
as of the related
Subsequent
Transfer Date), any continuation
statements with respect thereto and any amendments thereto required
to
reflect a change in the name or corporate
structure of such Seller or the filing of any additional
UCC-1 financing
statements due to
the change in the
principal
office or
jurisdiction
of
incorporation
of such Seller,
as are
necessary to perfect and protect the
interests of the Issuer and its
assignees in each
Subsequent
Mortgage
Loan and the proceeds
thereof.
The Servicer
shall file any
such continuation statements on a timely basis.
7
The Issuer on each Subsequent
Transfer Date shall acknowledge its acceptance of all right,
title and interest to the related
Subsequent
Mortgage
Loans and other
property,
existing on the
Subsequent
Transfer
Date and
thereafter
created,
conveyed to it
pursuant to this Section 2.2.
The Issuer shall be entitled to all scheduled
principal
payments due on and after each
Subsequent
Cut-Off Date,
all other
payments of
principal
due and
collected
on and after each
Subsequent
Cut-Off
Date,
and all
payments of interest on any related
Subsequent
Mortgage
Loans,
minus that
portion of any such
interest
payment
that is
allocable to the period prior to the related
Subsequent Cut-Off Date.
(b) Any Seller may
transfer
to the Issuer
Subsequent
Mortgage
Loans and the other
property
and rights
related
thereto described in Section 2.2(a) above, and during the
Pre-Funding
Period,
upon the release of funds on deposit in the Pre-Funding
Account,
in accordance with the Servicing
Agreement,
only upon the
satisfaction of each of the following
conditions on or prior to
the related Subsequent Transfer Date:
(i)
such Seller or GMACM, as Servicer,
shall have provided the Indenture Trustee,
the Rating Agencies
and the
Enhancer
with a timely
Addition
Notice
substantially
in the form of Exhibit 3, which
notice shall be given no later than
seven Business Days prior to the related
Subsequent
Transfer Date,
and shall
designate the Subsequent
Mortgage Loans to be sold to
the Issuer, the aggregate
Principal Balance of such Subsequent
Mortgage Loans as of the related Subsequent Cut-Off Date and any
other
information reasonably requested by the Indenture Trustee or the
Enhancer with respect to such Subsequent Mortgage Loans;
(ii)
such
Seller
shall have
delivered
to the
Indenture
Trustee
and the
Enhancer a duly
executed
Subsequent
Transfer Agreement
substantially in the form of Exhibit 2, (A) confirming the
satisfaction of each condition precedent and
representations
specified
in this
Section
2.2(b) and in
Section
2.2(c)
and in the
related
Subsequent
Transfer
Agreement
and
(B) including a Mortgage Loan Schedule listing the Subsequent
Mortgage Loans;
(iii)
as of each
Subsequent
Transfer
Date,
as evidenced by delivery to the
Indenture
Trustee of the
Subsequent
Transfer Agreement in the form of Exhibit 2, the respective Seller
shall not be insolvent,
made insolvent by such transfer
or aware of any pending insolvency;
(iv)
such sale and transfer
shall not result in a material
adverse tax
consequence
to the Issuer or,
due to any action or inaction on the part of the respective Seller,
to the Securityholders or the Enhancer; and
(v)
the Enhancer
shall have approved the sale of the Subsequent
Mortgage Loans (which
approval shall
not be unreasonably
withheld) within five (5) Business Days of receipt of an electronic
file containing the information
regarding the
Subsequent
Mortgage
Loans that was delivered to the Enhancer
prior to the Closing Date with respect to the Initial
Mortgage
Loans;
provided,
that if the Enhancer
shall not have
notified the
respective
Seller or GMACM within such five (5) Business
Days that the
Enhancer does not so approve, such sale of Subsequent Mortgage
Loans shall be deemed approved by the Enhancer.
8
The
obligation
of the Issuer to
purchase a
Subsequent
Mortgage
Loan on any
Subsequent
Transfer
Date is subject to the
following
conditions:
(i) each such
Subsequent
Mortgage
Loan must
satisfy the
representations
and
warranties
specified in the
related Subsequent
Transfer Agreement and this Agreement;
(ii) no such Seller has selected such Subsequent Mortgage Loans in
a manner
that it reasonably
believes is adverse to the interests of the Noteholders or the
Enhancer as of the related
Subsequent
Cut-Off Date
each
Subsequent
Mortgage Loan will satisfy the following
conditions:
(A) such
Subsequent
Mortgage Loan may not be 30 or more days
contractually
delinquent
as of the related
Subsequent
Cut-Off
Date;
(B) the original
stated term to maturity of such
Subsequent
Mortgage Loan will not exceed 360 months; (C) such Subsequent
Mortgage Loan will be underwritten
substantially in accordance with the
criteria
set forth under
“Description
of the
Mortgage
Loans -
Underwriting
Standards”
in the
Prospectus
Supplement;
(D) such
Subsequent
Mortgage Loan must have a CLTV at origination of no more than
100.00%;
(E) such Subsequent Mortgage Loan shall not provide
for negative
amortization;
(F) following the purchase of such Subsequent Mortgage Loans by the
Issuer, the Mortgage Loans included in
the Trust Estate must have a weighted
average
interest rate, a weighted
average
remaining
term to maturity and a weighted
average
CLTV at
origination,
as of each
Subsequent
Cut-Off Date,
that does not vary
materially
from the Initial
Mortgage Loans included
initially in the Trust Estate,
and the percentage of Mortgage Loans (by aggregate
principal balance) that are secured by second liens
on the related
Mortgaged
Properties shall be no greater than the percentage of Initial
Mortgage Loans; (G) such Subsequent
Mortgage
Loan must be secured by a mortgage in a first or second lien
position;
(H) such
Subsequent
Mortgage
Loan must not have an interest
rate below 5.250%; (J) following the purchase of such Subsequent
Mortgage Loan by the Issuer,
the Subsequent
Mortgage Loans included
in the Trust Estate must have a weighted average interest rate of
at least 8.707%,
a weighted
average
Principal
Balance of not more
than $54,000,
a concentration
in any one state of more than 25.00%;
and (K) the remaining term to stated maturity of such Subsequent
Mortgage Loan must not extend beyond July 2037.
Subsequent
Mortgage Loans with
characteristics
materially varying from those set forth above may be purchased by
the Issuer
and included in the Trust Estate if they are acceptable to the
Enhancer,
in its reasonable
discretion;
provided,
however,
that the
addition of such
Subsequent
Mortgage
Loans will not
materially
affect the aggregate
characteristics
of the Mortgage Loans in the
Trust Estate.
Neither of the
Sellers
shall
transfer
Subsequent
Mortgage
Loans with the intent to
mitigate
losses on
Mortgage
Loans
previously transferred.
(c) Within five Business Days after each Subsequent
Transfer Date, GMACM shall deliver to the Rating
Agencies,
the
Indenture
Trustee and the Enhancer a copy of the a Mortgage Loan
Schedule
reflecting
the
Subsequent
Mortgage
Loans in electronic
format.
(d) In the event that a mortgage
loan is not
acceptable
to the Enhancer as a Subsequent
Mortgage Loan pursuant to
Section
2.2(b)(vi)
hereof,
the
Enhancer
and GMACM may
mutually
agree to the
transfer of such
mortgage
loan to the Issuer as a
Subsequent Mortgage Loan, subject to any increase in the
Overcollateralization
Amount that may be agreed to by GMACM and the Enhancer
pursuant to the
Indenture,
in which event GMACM shall deliver to the Issuer and the Indenture
Trustee,
with a copy to the Enhancer,
an Officer’s
Certificate
confirming the agreement to the transfer of such Subsequent
Mortgage Loan and specifying the amount of such
increase in the Overcollateralization Amount, which additional
Overcollateralization Amount may not be contributed by GMACM.
9
Section 2.3
Payment of Purchase Price.
(a) The sale of the Initial Mortgage Loans shall take place on the
Closing Date, subject to and
simultaneously
with
the deposit of the Initial
Mortgage
Loans into the Trust
Estate,
the deposit of the
Original
Pre-Funded
Amount and the
Interest
Coverage Amount into the Pre Funding Account and the Capitalized
Interest Account,
respectively,
and the issuance of the Securities.
The purchase
price for the GMACM
Initial
Mortgage
Loans to be paid by the Purchaser to GMACM on the Closing Date
shall be an amount
equal to
$52,225,650.34
in immediately
available
funds,
together with the
Certificates,
in respect of the Cut-Off Date Principal
Balances
thereof.
The purchase price for the WG Trust 2003 Initial Mortgage Loans to
be paid by the Purchaser to WG Trust 2003 on the
Closing Date shall be an amount equal to
$733,427,885.54
in
immediately
available
funds,
in respect of the Cut-Off Date Principal
Balances
thereof.
The purchase
price paid for any
Subsequent
Mortgage Loan by the
Indenture
Trustee from funds on deposit in the
Pre-Funding
Account,
at the direction of the Issuer,
pursuant to the terms
hereunder
shall be
one-hundred
percent
(100%) of the
Subsequent
Cut-Off Date
Principal
Balance
thereof (as identified on the Mortgage Loan Schedule
attached to the related
Subsequent
Transfer Agreement provided by GMACM).
(b) In
consideration
of the sale of the GMACM Initial Mortgage Loans by GMACM to the
Purchaser on the Closing Date,
the Purchaser shall pay to GMACM on the Closing Date by wire
transfer of immediately
available
funds to a bank account
designated by
GMACM, the amount specified above in paragraph (a) for the GMACM
Initial
Mortgage Loans;
provided,
that such payment may be on a net
funding
basis if agreed by GMACM and the
Purchaser.
In
consideration
of the sale of any
Subsequent
Mortgage Loan by GMACM to the
Issuer,
the Issuer shall pay to GMACM by wire transfer of
immediately
available
funds to a bank account
designated
by GMACM,
the
amount specified above in paragraph (a) for each Subsequent
Mortgage Loan sold by GMACM.
(c) In
consideration
of the sale of the WG Trust 2003 Initial
Mortgage
Loans by WG Trust 2003 to the Purchaser on
the Closing Date,
the Purchaser
shall pay to WG Trust 2003 on the Closing Date by wire transfer of
immediately
available
funds to a
bank account
designated by WG Trust 2003, the amount
specified
above in paragraph (a) for the WG Trust 2003 Initial
Mortgage Loans;
provided,
that such payment may be on a net funding basis if agreed by WG
Trust 2003 and the Purchaser.
In
consideration of the sale
of any Subsequent
Mortgage Loan by WG Trust 2003 to the Issuer,
the Issuer shall pay to WG Trust 2003 by wire transfer of
immediately
available
funds to a bank account
designated
by WG Trust
2003,
the amount
specified
above in paragraph
(a) for each
Subsequent
Mortgage Loan sold by WG Trust 2003.
10
ARTICLE III
REPRESENTATIONS AND WARRANTIES;
REMEDIES FOR BREACH
Section 3.1
Representations and Warranties.
GMACM represents and warrants to the Purchaser,
as of the Closing Date and
as of each Subsequent Transfer Date (or if otherwise specified
below, as of the date so specified):
(a)
As to GMACM:
(i)
GMACM is a limited liability
company duly formed,
validly existing and in good standing under the
laws of the
jurisdiction
governing its creation and
existence
and is or will be in compliance
with the laws of each state in which
any Mortgaged Property is located to the extent necessary to ensure
the enforceability of each Mortgage Loan;
(ii)
GMACM has the power and authority to make, execute,
deliver and perform its obligations under this
Agreement and each Subsequent
Transfer Agreement to which it is a party and all of the
transactions
contemplated under this Agreement
and each such Subsequent
Transfer
Agreement,
and has taken all necessary
corporate action to authorize the execution,
delivery and
performance of this Agreement and each such Subsequent Transfer
Agreement;
(iii)
GMACM is not
required
to obtain
the
consent
of any other
Person
or any
consents,
licenses,
approvals or authorizations
from, or registrations or declarations
with, any governmental
authority,
bureau or agency in connection
with the execution,
delivery,
performance,
validity or enforceability of this Agreement or any Subsequent
Transfer Agreement, except
for such consents,
licenses, approvals or authorizations,
or registrations or declarations,
as shall have been obtained or filed, as
the case may be;
(iv)
The execution and delivery of this
Agreement and any
Subsequent
Transfer
Agreement by GMACM and
its performance and compliance
with the terms of this Agreement and each such Subsequent
Transfer
Agreement will
